exhibit_10-5.htm


    
      

    

    EXHIBIT
10.5

    


    LETTER
AGREEMENT

    


    BETWEEN:

    


    LARRY SOSTAD AND ANDREW
SOSTAD

    818 – 470 Granville
Street

    Vancouver, B.C. V6C 1V5

    


    AND:

    


    WEST PEAK VENTURES OF CANADA
LIMITED

    1010 – 789 West Pender
Street

    Vancouver, B.C. V6C 1H2

    


    
      	
               
      

            	
              1.

            	
              We,
      Larry Sostad and Andrew Sostad (“Sostad”), are the beneficial equal and
      joint owners of the ASH-WEL Property located
      in the Similkameen Mining Division, British Columbia, and more
      particularly described in Addendum “A” attached to this
      Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              West
      Peak Ventures of Canada Limited (“West Peak”) wishes to acquire the ASH-WEL Property and
      agrees to the following terms and
conditions:

            


    

    


    
      	
               
      

            	
              A.

            	
              Pay
      a total of $50,000 as follows:

            


    

    


    
      	
               
      

            	
              i)

            	
              an
      initial $30,000 upon signing this Letter Agreement;
  and

            


    

     

    
      	
               
      

            	
              ii)

            	
              the
      balance of $20,000 on or before June 1,
2008.

            


    

    


    
      	
               
      

            	
              B.

            	
              Grant
      Sostad 300,000 free shares of a company yet to be
  names.

            


    

    


    
      	
               
      

            	
              C.

            	
              Grant
      Sostad two percent NSR with a $10,000,000 buy-out on or before June 1,
      2012.

            


    

    


    
      	
               
      

            	
              3.

            	
              A
      work commitment of as least $100,000 will be completed before June 1,
      2008.

            


    

    


    
      	
               
      

            	
              4.

            	
              Area
      of interest: Sostad cannot own claims within a five kilometre radius of
      the outside boundaries of the claims referred to in Appendix
      “A”.

            


    

    


    Accepted
and agreed to this 25th of May,
2007 by the following parties:

    


    
      	
              Larry
      Sostad

            	 
      	
              Andrew
      Sostad

            
	 
      	 
      	 
      
	
              /s/ Larry Sostad

            	 
      	
              /s/  Andrew
  Sostad

            
	 
      	 
      	 
      
	 
      	
              WEST
      PEAK VENTURES OF CANADA LTD.

               

            	 
      
	 
      	
              /s/
      Timothy Brock

            	 
      
	 
      	
              Per
      : (Authorized signatory and Title)

            	 
      


    

    


    


    


    


    


    


    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    May 25,
2008

    


    ADDENDUM
TO THE LETTER AGREEMENT DATED FOR EFFECT May 25, 2007 BETWEEN LARRY SOSTAD AND
ANDREW SOSTAD AND WEST PEAK VENTURES OF CANADA LIMITED REGARDING ASH-WEL CLAIMS
(the “Agreement”)

    


    The
parties to the above noted Agreement further agree as follows:

    


    1.  The
Agreement shall be assigned by West Peak Ventures of Canada Limited (“Assignor”)
to Silica Resources Corporation (“Assignee”) on the date of this Addendum for
$10, plus the facilitation of transfers from certain affiliate(s) of 300,000
shares as referenced in the Agreement, plus all new staking and claims
maintenance costs incurred for the subject property in the Agreement, plus the
fulfillment of all covenants in the Agreement by the Assignee.

    


    2.  The
Agreement’s reference to item 2. A. ii) shall be payable by the Assignee on June
1, 2009.

    


    3.  The
Agreement’s reference to item 3 will be completed by Assignee before June 1,
2009.

    


    4.  The
Agreement’s reference to item 2. A. i) already paid by the Assignor shall not be
repaid to the Assignor by the Assignee.

    


    5.  The
Agreement is attached for reference to this Addendum.

    


    


    Agreed at
Vancouver, British Columbia this 25th day of
May 2008

    


    


    /s/  Timothy
Brock


      

    

    West Peak
Ventures of Canada Ltd.

     

     

    /s/  Larry
Sostad

    
      
 Larry
Sostad

     

     

    /s/  Andrew
Sostad

    

      
 Andrew
Sostad

     

     

    /s/ 
Gerry Jardine

    
      

    

    Silica
Resources Corporation

     

     

    
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